Sarah Hann Publishes “Corporate Governance Speech” in the Seattle University Law Review The article argues for a First Amendment approach to corporate governance speech that is sensitive to the democratic processes governing corporate organization.

By Law Communications
January 21, 2025

Washington and Lee law professor Sarah Haan has published an article in the Seattle University Law Review. The article, “Corporate Governance Speech,” examines the regulation of communications among shareholders, directors, and officers though which corporate governance is accomplished.

“Recognizing corporate governance speech as a cohesive category leads to another conclusion: the corporation’s expressive interests cannot be burdened by laws regulating the internal communicative processes through which the corporation itself is constituted. This insight originates with Justice Lewis F. Powell Jr., one of the U.S. Supreme Court’s best regarded experts on corporate law, who once defended the constitutionality of the SEC’s Shareholder Proposal Rule as regulation of “speech by a corporation to itself.” It follows from Justice Powell’s insight that parties challenging corporate disclosure mandates cannot establish any burden on the expressive rights of the corporation or its managers. Building on this insight, this Article shows how a streamlined form of First Amendment scrutiny could be applied to the regulation of corporate governance speech, including the disclosure mandates that are ubiquitous in securities regulation. The Article argues for a First Amendment approach to corporate governance speech that is sensitive to the democratic processes governing corporate organization, and to the democratic nature of informationally efficient markets,” writes Haan.

The article is available online at the Seattle University Law Review website.

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